TERMS OF USE

THIS WEBSITE AND ALL CONTENT HEREOF (COLLECTIVELY, THE “SITE”) ARE PROVIDED BY Mercury Capital Advisors, LLC (the “Broker-Dealer” or “we” or “us” or formatives thereof), a broker-dealer registered with the U.S. Securities and Exchange Commission and a member of the Financial Industry Regulatory Authority are provided subject to all terms and conditions of these “terms of use,” EXCEPT TO THE EXTENT GOVERNED BY A SEPARATE WRITTEN AGREEMENT BETWEEN YOU AND THE BROKER-DEALER.

PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE USING THIS SITE. BY USING THIS SITE, YOU ARE AGREEING TO BE BOUND BY THESE TERMS OF USE. IF YOU DO NOT AGREE TO ALL PROVISIONS OF THESE TERMS OF USE, YOU MAY NOT USE THE SITE.

The Broker-Dealer reserves the right to make changes at any time to the Site and/or these Terms of Use. Any modifications to these Terms of Use will be effective upon posting. Your continued use of the Site following posting of any revised Terms of Use will constitute acceptance of the modified Terms of Use.

Privacy Policy and Investment Disclosures

Please review our Privacy Policy, which is located at www.mercurycapitaladvisors.com (the “Privacy Policy”). The Privacy Policy explains how the Broker-Dealer collects and uses certain information and data collected through the Site. By using the Site or providing any personally identifiable information, you are agreeing to the Broker-Dealer’s collection and use of such information consistent with the Privacy Policy, and to be bound by the terms of the Privacy Policy.

Ownership of Intellectual Property

The Site may include information regarding the Broker-Dealer, investment funds, publications, materials and videos proprietary to the Broker-Dealer, and data compilations, as well as other content.

The Broker-Dealer’s name and logo, and other marks displayed on or through the Site, are the proprietary service marks or trademarks of the Broker-Dealer or third parties. The service marks and trademarks of the Broker-Dealer may not be used in connection with any product or service without the Broker-Dealer’s express prior written consent. All other service marks and trademarks not owned by the Broker-Dealer that are displayed on the Site are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by the Broker-Dealer.

Subject to any licenses expressly granted by the Broker-Dealer to you, as between the Broker-Dealer and you, all rights, title and interest in and to the Site, including all content on and comprising the Site, including, but not limited to, works of authorship, documents, designs, text, graphics, photos, logos, button icons, images, software, programs, code, digital downloads, and data compilations; any improvements or modifications to such content; any derivative works based thereon; and the collection, arrangement, and assembly of all data and content on or accessed through the Site, and all copyrights and other intellectual property rights associated therewith, shall be and remain vested in the Broker-Dealer.

You acknowledge the Broker-Dealer’s exclusive ownership of and to the Site, and you shall not at any time, directly or indirectly, (i) make any claim of ownership to the Site or any portion thereof, (ii) apply to register any copyrights or other rights in any portion of the Site in any jurisdiction, or (iii) otherwise do or cause to be done any act contesting, challenging or in any way impairing any of the Broker-Dealer’s rights, title or interest in or to the Site, in whole or in part. You specifically acknowledge that your permitted use of the Site will not vest in you any rights, title or interest in the Site other than any licenses expressly granted to you by the Broker-Dealer.

Furthermore, in the event you provide to the Broker-Dealer any suggestions, comments or other feedback with respect to the Site, you hereby irrevocably assign to the Broker-Dealer any and all rights you may have with respect thereto and acknowledge that the Broker-Dealer may utilize such information in any manner or media as the Broker-Dealer may, in its sole discretion, determine.

You may not use, reproduce, perform, display, publish, adapt, modify, broadcast, transmit, distribute, exhibit, disseminate, license or sell any of the trademarks, service marks, names, logos, content, data, data compilations/analyses, illustrations, graphics, images, photos, documents, works of authorship, or other information, services or materials appearing or available on or through the Site, in whole or in part, except as expressly permitted by these Terms of Use. Nothing in these Terms of Use shall grant to you or to any other user any license or right in or to any copyright, trademark, trade secret, patent or other proprietary right of the Broker-Dealer or any other person.

License to the Site

Subject to the terms and conditions hereof, the Broker-Dealer hereby grants you a non-exclusive, worldwide, revocable, limited, non-transferable, non-sublicensable license to access and make use of, and to view, download, copy and print those portions of the Site to which you are permitted access by the Broker-Dealer, solely for your own personal, non-commercial use; provided that neither the Site nor any indicia, notices, content, disclaimers or other terms therein are altered, obscured, defaced or removed. Access to the password protected portions of the Site (the “MercuryiFunds Platform™”) is granted solely pursuant to the Registered User’s Agreement, to investment advisers which have entered into such Registered User’s Agreement and been admitted to such Mercury iFunds Platform™.

Any unauthorized use of the Site or any intellectual property or information accessed or available through the Site may violate intellectual property and other laws.

You agree not to upload or otherwise transmit to or via the Site any information, data or materials that (i) infringe or otherwise violates any copyright, patent, trademark, trade secret, or other intellectual property, privacy right or other proprietary right; (ii) are defamatory, libelous, expresses hate, or are unlawfully threatening; (iii) are pornographic, obscene, or exploitative of a minor; (iv) contain or embody a virus, worm, Trojan Horse, time bomb or other similar code or component designed to disable, damage or disrupt the operation of, permit unauthorized access to, erase, destroy or modify, any software, hardware, network or other technology; (v) impersonates any individual or misrepresents your connection to any other individual or entity; (vi) advocates illegal activity or discusses an intent to commit any illegal act; or (vii) otherwise violates any applicable treaty, law, or regulation.The Broker-Dealer reserves the right to remove any material alleged to be violating any of the above pending further investigation.

You agree that you will not, directly or indirectly, (a) interfere, in any way, with others’ use of or access to the Site, (b) develop, invoke or utilize any code or other method to disrupt, diminish the quality of, interfere with the performance of, impair the functionality of, or attempt to reverse engineer the Site (or any part thereof) or circumvent any security features thereof, (c) attempt to gain unauthorized access to the content or computer system of any other Site user, or any portion of the Site for which you do not have authorization, (d) use any software, program, code, algorithm, method, data or data compilation owned or made available by the Broker-Dealer except as may be implemented in the Site, as applicable, (e) use any third-party applications to access any page of the Site, (f) use any robot, spider, or other automatic device, manual process, or application or data mining or extraction tool to access, monitor, copy, or use the Site, (g) take any other action that imposes an unreasonable or disproportionately large load on the Site, (h) take any other action in connection with your use of the Site that violates any treaty, law, or regulation, or (i) authorize or encourage any third party to use the Site to facilitate or engage in any of the prohibited conduct described in these Terms of Use.

You also agree you shall comply fully with all applicable treaties, laws, and regulations in your use of the Site, and you agree to notify the Broker-Dealer immediately in the event of an actual or threatened claim that you have violated any of the terms, conditions, limitations, covenants or agreements contained in these Terms of Use.

Except as expressly provided herein, you may not use, download, upload, reproduce, copy, duplicate, print, display, perform, republish, sell, license, post, transmit, disseminate, redeliver using “framing technology,” otherwise distribute, or commercially exploit in any way the Site or any portion thereof or any information or content on the Site without the prior written consent of the Broker-Dealer. In addition, you agree not to link to any page of the Site other than the Site’s home page.

Term; Termination; Discontinuance of the Site

Your right to access and use the Site immediately terminates without further notice upon your breach of these Terms of Use. The Broker-Dealer may immediately suspend or terminate the license and/or your right and ability to use the Site at any time for your breach or suspected breach of these Terms of Use. Upon termination, you will immediately destroy any materials, content or other information (including, without limitation, Site) that you obtained from the Site, if any, and cease all use of the Site.

The Broker-Dealer reserves the right, in its sole discretion, to discontinue the Site at any time, with or without notice.

Any provisions of these Terms of Use which by their nature should survive the expiration or termination of your right to access and use the Site shall survive the expiration or termination for any reason whatsoever. The Broker-Dealer shall in no way be liable to you or any third party for any consequence which results from the Broker-Dealer’s decision to modify, suspend or discontinue the Site or your right to access and/or use the site.

Unauthorized Use of the Site

The Broker-Dealer reserves the right to investigate and take legal action against any illegal and/or unauthorized use of the Site. The Broker-Dealer’s decision not to pursue legal action for any violation of this Agreement shall not be construed as a waiver or modification of these Terms of Use or any of the Broker-Dealer’s legal rights and remedies, all of which are expressly reserved.

Qualification for Use and Access to the Site

By using the Site, the individual on behalf of himself/herself, or the person accessing the Site on behalf of an entity, represents and warrants that he/she is at least eighteen (18) years of age, and that he/she agrees to abide by all of these Terms of Use.

Third Party Sites

If you reach the Site using a link or from another web site or search engine, or go to another site from the Site, information about your visit to the Site may be collected by the other website or search engine, and will be subject to the privacy policy of that site. You are encouraged to review the privacy policy of each of those sites or search engines.

IN NO EVENT WILL THE BROKER-DEALER BE LIABLE, DIRECTLY OR INDIRECTLY, TO ANYONE FOR ANY DAMAGE OR LOSS ARISING FROM OR RELATING TO ANY USE, CONTINUED USE, OR RELIANCE ON ANY THIRD PARTY SITE, OR ANY LINK CONTAINED IN A THIRD PARTY SITE.

Disclaimer of Warranties

YOU EXPRESSLY AGREE THAT YOUR USE OF THE SITE AT YOUR OWN RISK AND THAT THE SITE IS PROVIDED BY THE BROKER-DEALER ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE BROKER-DEALER MAKES NO, AND HEREBY DISCLAIMS ALL, REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, REGARDING THE SITE AND THE AVAILABILITY, OPERATION, AND USE OF THE SITE, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE.

IN ADDITION, THE BROKER-DEALER DOES NOT REPRESENT OR WARRANT THAT THE SITE, OR ANY INFORMATION THEREON, IS ACCURATE, COMPLETE, OR CURRENT, AND THE BROKER-DEALER IS NOT RESPONSIBLE FOR ANY ERRORS, INACCURACIES, DEFECTS, UNTIMELINESS, SECURITY BREACHES OR OMISSIONS THEREIN OR FOR ANY ADVERSE CONSEQUENCES RESULTING FROM YOUR RELIANCE ON ANY ASPECT OF THE SITE. THE BROKER-DEALER UNDERTAKES NO OBLIGATION TO UPDATE ANY INFORMATION OR OTHER SITE CONTENT. FURTHER, THE BROKER-DEALER MAKES NO REPRESENTATIONS OR WARRANTIES THAT THE SITE WILL BE AVAILABLE, UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, DEFECTS OR OTHER HARMFUL COMPONENTS.

Limitation of Liability

IN NO EVENT SHALL THE BROKER-DEALER OR ITS CURRENT AND FUTURE PARENTS, SUBSIDIARIES AND AFFILIATES OR THEIR RESPECTIVE MEMBERS, DIRECTORS, OFFICERS, EMPLOYEES, PRINCIPALS, SHAREHOLDERS, AGENTS, OR REPRESENTATIVES (COLLECTIVELY, THE “BROKER-DEALER PARTIES”) BE LIABLE TO YOU OR ANY THIRD PARTY FOR DAMAGES OF ANY KIND ARISING OUT OF THE USE OF, ACCESS TO, RELIANCE ON, INABILITY TO USE, OR IMPROPER USE OF, THE SITE, INCLUDING ANY CONTENT AVAILABLE THEREON (INCLUDING, BUT NOT LIMITED TO, ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OR DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR REVENUE, OR FOR BUSINESS INTERRUPTION, OR LOSS OF DATA), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE.

IF, NOTWITHSTANDING THE OTHER TERMS OF THIS AGREEMENT, THE BROKER-DEALER PARTIES SHOULD HAVE ANY LIABILITY TO YOU OR ANY THIRD PARTY FOR ANY LOSS, HARM OR DAMAGE ARISING OUT OF THE USE OF, ACCESS TO, RELIANCE ON, INABILITY TO USE, OR IMPROPER USE OF, THE SITE OR ANY CONTENT AVAILABLE THEREON, YOU AGREE THAT SUCH LIABILITY SHALL UNDER NO CIRCUMSTANCES EXCEED $100. YOU AND THE BROKER-DEALER AGREE THAT THE FOREGOING LIMITATION OF LIABILITY IS AN AGREED ALLOCATION OF RISK BETWEEN YOU AND THE BROKER-DEALER. YOU ACKNOWLEDGE THAT ABSENT YOUR AGREEMENT TO THIS LIMITATION OF LIABILITY, THE BROKER-DEALER WOULD NOT PROVIDE ACCESS TO THE SITE TO YOU.

CERTAIN LAWS MAY NOT PERMIT LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN TYPES OF DAMAGES, AND THUS SOME OR ALL OF THE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS ABOVE MAY NOT APPLY TO YOU. IN SUCH CASES, THE BROKER-DEALER’S LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

Electronic Communications and Notices

When you visit this Site or send emails to us, you are communicating with us electronically. You consent to receive communications from us electronically. We may communicate with you by email or by posting notices on this Site. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. You agree that we may send email to you for the purpose of advising you of changes or additions to this Site, about any of our products or services, or for such other purposes as we deem appropriate.

Indemnification

You agree to reimburse, indemnify and hold harmless, the Broker-Dealer Parties, on a current basis as incurred, from and against any and all damages, liabilities, actions, causes of action, suits, claims, demands, losses, costs and expenses of any nature whatsoever (including without limitation reasonable attorneys’ fees, disbursements and court costs, including any incurred in enforcement of this indemnity, and whether related to an action or proceeding between the parties hereto or otherwise) arising from, incurred as a result of, in connection with, or in any manner related to (i) your use of the Site, or any products, services and/or content contained, displayed or available therein; (ii) your violation of these Terms of Use and/or any other agreements between you and Broker-Dealer; (iii) any materials, information or data submitted by you, and/or via your Access Methods, to the Site and/or to the Broker-Dealer; and/or (iv) your violation of any rights of any third party; provided that you will not have any obligation under this Section 11 to the extent that any such damages, liabilities, actions, causes of action, suits, claims, demands, losses, costs, and expenses are caused by the Broker-Dealer Parties’ gross negligence or willful misconduct.

Governing Law

The laws of the State of New York will govern these Terms of Use, without giving effect to any principles of conflicts of laws. You agree that any action arising out of these Terms of Use or your use of the Site shall be brought exclusively in the city or county of the state of New York, and you irrevocably consent to the jurisdiction of such courts and waive, to the fullest extent permitted by applicable laws, any objection to the laying of venue in such courts of any legal action or proceeding arising out of or relating to these Terms of Use and any claim that any such action or proceeding has been brought in an inconvenient forum. YOU FURTHER IRREVOCABLY WAIVE THE RIGHT TO TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR YOUR USE OF THE SITE. For the avoidance of doubt, any action brought by a Registered User arising out of its use of the Site or the Registered User Agreement, shall be governed and controlled by Section 15 of the Registered User Agreement.

California Rights

Pursuant to California Civil Code Section 1789.3, California residents may also be entitled to the following specific consumer rights notice:

The name, address and telephone number of the provider of this Site are Mercury Capital Advisors, 225 Liberty Street, New York, NY, 10281, . Complaints regarding the Site or requests to receive further information regarding use of this Site may be sent e-mail to privacy@mcadv.com.

The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Boulevard, Suite N-112, Sacramento, CA 95834 or by telephone at (916) 445-1254 or (800) 952-5210.

Availability Only Where Permitted by Law

Any products, services and other content of the Site are offered only in jurisdictions where they may be legally provided, and are not intended for distribution to, or use in, and are not directed to any individual or entity in, any jurisdiction where (by reason of a person’s nationality or residence or otherwise) such provision would be prohibited or contrary to any applicable law or regulation, or would obligate Broker-Dealer to comply with any additional law, regulation, registration or similar requirement within such jurisdiction. Persons in respect of whom any such prohibitions apply may not access this Site.

International Use

Use of the Site is void where prohibited. None of the products or services or other content available via the Site may be downloaded or otherwise exported to anyone on the United Stated Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Table of Deny Orders. By downloading from, or using any portion of the Site, you represent and warrant that you are not located in, under the control of, or a national or resident of any such country or on any such list. You further agree to reimburse and indemnify Broker-Dealer against any and all costs, liabilities, losses or expenses arising from, or relating to, any asserted violation by you of any of the laws and administrative regulations of the United States relating to the control of exports of commodities and/or technical data.

Miscellaneous

You may not, without the Broker-Dealer’s prior written consent, assign or otherwise transfer these Terms of Use or any rights or obligations hereunder. The Broker-Dealer’s failure to act on any breach of any provision hereof shall not be construed as a waiver of the enforcement of any provision unless the Broker-Dealer expressly agrees to such waiver in writing.

If any portion of these Terms of Use is deemed unlawful, void or unenforceable, that portion will be deemed severable and will not affect the validity or enforceability of the remaining provisions. These Terms of Use set forth the entire understanding between you and the Broker-Dealer with respect to the subject matter hereof and supersede any prior or contemporaneous communications, representations, or agreements, whether oral or written, between you and the Broker-Dealer with respect to such subject matter. Notwithstanding the foregoing, in the event of any conflict between the terms of these Terms of Use and the terms of any separate written agreement with the Broker-Dealer relating to any products or services made available via the Site, the terms of such separate agreement shall govern.

You agree that any causes of action by you related in any way to these Terms of Use or your utilization of the Site must be brought within one (1) year after the cause of action accrues, or shall be permanently barred.

Contact

If you have any questions relating to these Terms of Use, the Site or the Broker-Dealer, please contact: Michael Ricciardi at mricciardi@mcadv.com or 646-786-8100

Notice and Procedure for Making Claims of Intellectual Property Infringement

The Broker-Dealer respects the intellectual property rights of others. If you believe that any content on this Site may infringe your copyrights or other intellectual property rights, please provide the Broker-Dealer, in writing, the information specified below.

An electronic or physical signature of the person authorized to act on behalf of the owner of the intellectual property interest;

A description of the intellectual property right that you claim has been infringed;

A description of the allegedly infringing material and a description of where the material you claim is infringing is located on the Site;

Your name, address, telephone number, and e-mail address, so that we may contact you;

A statement by you that you have a good faith belief that the disputed use is not authorized by the intellectual property owner, its agent, or the law; and

A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the intellectual property owner or authorized to act on the intellectual property owner’s behalf.

Please note that this procedure is exclusively for notifying the Broker-Dealer that your intellectual property rights have been infringed. The Broker-Dealer’s agent for notice of claims of copyright infringement or other intellectual property infringement on the Site can be reached as follows:

225 Liberty Street, New York, NY, 10286

Please also note that under Section 512(f) of the U.S. Copyright Act, any person who knowingly materially misrepresents that material or activity is infringing may be subject to liability for damages.

By clicking on this link you will leave the Mercury Capital Advisors, LLC (“Mercury”) website and be taken to a website owned and operated by third parties. These links are provided for your information and convenience only and are not an endorsement by Mercury or the Mercury iFunds™ platform. Mercury has no control over the contents of any linked website and is not responsible for these websites or their content or availability. Mercury therefore makes no warranties or representations, express or implied about such linked websites, the third parties they are owned and operated by, the information contained on them or the suitability or quality of any of their products or services.